Exhibit (h)(1)
TRANSFER AGENT SERVICING AGREEMENT
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this _____ day of
April, 1999, by and between The Catholic Funds, a Maryland Corporation
(hereinafter referred to as the "Fund Company") and Firstar Mutual Fund
Services, LLC, a limited liability company organized under the laws of the
State of Wisconsin (hereinafter referred to as "FMFS").
WHEREAS, the Fund Company is an open-end management investment
company which is registered under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Fund Company is authorized to create separate series,
each with its own separate investment portfolio;
WHEREAS, FMFS is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions
for the benefit of its customers; and
WHEREAS, the Fund Company desires to retain FMFS to provide transfer
and dividend disbursing agent services to each series of the Fund Company
listed on EXHIBIT A attached hereto, as may be amended from time to time
(each such series referred to herein as a "Fund" and collectively as the
"Funds").
NOW, THEREFORE, in consideration of the mutual agreements herein
made, the Fund Company and FMFS agree as follows:
1. Appointment of Transfer Agent
The Fund Company hereby appoints FMFS as transfer agent of
each Fund on the terms and conditions set forth in this Agreement, and FMFS
hereby accepts such appointment and agrees to perform the services and duties
set forth in this Agreement in consideration of the compensation provided for
herein
2. Duties and Responsibilities of FMFS
FMFS shall, on behalf of each Fund, perform all of the
customary services of a transfer agent and dividend disbursing agent, and as
relevant, agent in connection with accumulation, open account or similar
plans (including without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where
appropriate, of payment and supporting documentation
to the Fund Company's custodian, and issue the
appropriate number of uncertificated shares with such
uncertificated shares being held in the appropriate
shareholder account;
C. Arrange for issuance of shares obtained through
transfers of funds from Shareholders' accounts at
financial institutions and arrange for the exchange
of shares for shares of other eligible investment
companies, when permitted by the Prospectus for the
relevant Fund(s).
D. Process redemption requests received in good order
and, where relevant, deliver appropriate
documentation to the Fund Company's custodian;
E. Pay monies upon receipt from the Fund Company's
custodian, where relevant, in accordance with the
instructions of redeeming shareholders;
F. Process transfers of shares in accordance with the
shareholder's instructions;
G. Process exchanges between Funds and/or, if any,
classes of shares of Funds, and process exchanges of
shares between the Funds and the Firstar Money Market
Fund, if applicable;
H. Prepare and transmit payments for dividends and
distributions declared by the Fund Company with
respect to a Fund, after deducting any amount
required to be withheld by any applicable laws, rules
and regulations and in accordance with shareholder
instructions;
I. Make changes to shareholder records, including, but not
limited to, address changes in plans (i.e., systematic
withdrawal, automatic investment, dividend reinvestment,
etc.);
J. Record the issuance of shares of each Fund and
maintain, pursuant to Rule 17Ad-10(e) promulgated
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), a record of the total number of
shares of each Fund which are authorized, issued and
outstanding;
K. Prepare shareholder meeting lists and, if applicable,
mail, receive and tabulate proxies;
L. Mail shareholder reports and prospectuses to current
shareholders;
M. Prepare and file U.S. Treasury Department Forms 1099
and other appropriate information returns required
with respect to dividends and distributions for all
shareholders;
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N. Provide shareholder account information upon request
and prepare and mail confirmations and statements of
account to shareholders for all purchases,
redemptions and other confirmable transactions as
agreed upon with the Fund Company;
O. Mail requests for shareholders' certifications under
penalties of perjury and pay on a timely basis to the
appropriate Federal authorities any taxes to be
withheld on dividends and distributions paid by each
Fund, all as required by applicable Federal tax laws
and regulations;
P. Provide a Blue Sky System which will enable the Fund
Company to monitor the total number of shares of each
Fund sold in each state. In addition, the Fund
Company or its agent, including FMFS, shall identify
to FMFS in writing those transactions and assets to
be treated as exempt from the Blue Sky reporting for
each state. The responsibility of FMFS for the Fund
Company's Blue Sky state registration status is
solely limited to the initial compliance by the Fund
Company and the reporting of such transactions to the
Fund Company or its agent;
Q. Answer correspondence from shareholders, securities
brokers and others relating to FMFS's duties
hereunder and such other correspondence as may from
time to time be mutually agreed upon between FMFS and
the Fund Company.
R. Provide reports mutually agreeable in form and
frequency to the Fund Company's Distributor
calculating and detailing sales commissions payable
with respect to shares of the Funds sold for the
relevant period.
3. Compensation
The Fund Company agrees to pay FMFS for the performance of the
duties listed in this Agreement as set forth on EXHIBIT A attached hereto.
These fees and reimbursable expenses may be changed from time
to time subject to mutual written agreement between the Fund Company and FMFS.
The Fund Company agrees to pay all fees and reimbursable
expenses within ten (10) business days following the receipt of the billing
notice.
Notwithstanding anything to the contrary, amounts owed by the
Fund Company to FMFS shall only be paid out of assets and property of the
particular Fund involved.
4. Representations of FMFS
FMFS represents and warrants to the Fund Company that:
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A. It is a limited liability company duly organized, existing
and in good standing under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act;
C. It is duly qualified to carry on its business in the State
of Wisconsin;
D. It is empowered under applicable laws and by its
charter and bylaws to enter into and perform this
Agreement;
E. All requisite corporate proceedings have been taken
to authorize it to enter and perform this Agreement;
F. It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement; and
G. It will comply with all applicable requirements of
the Securities Act of 1933, as amended, and the
Exchange Act, the 1940 Act, and any laws, rules, and
regulations of governmental authorities having
jurisdiction over it and its duties and activities
contemplated by this Agreement.
H. The computer software, computer firmware, computer
hardware (whether general or special purpose) and
other similar related items of automated,
computerized and/or software systems that are owned
or licensed by FMFS and will be utilized by FMFS or
its agents in connection with the provision of
services described in this Agreement are "Year 2000
Compliant" (as defined below). As used in this
Section 4.H of this Agreement, the term "Year 2000
Compliant" shall mean the ability of the relevant
system to provide all of the following functions:
(1) Process date information before, during and
after January1, 2000, including but not
limited to accepting date specific input
data, providing date specific output data,
and performing calculations on dates or
portions of dates;
(2) Function accurately and without interruption
or malfunction before, during and after
January 1, 2000, without any change in
operations associated with the advent of the
new millennium and assuming no other
defects, bugs, viruses or other problems
unrelated to Year 2000 compliance issues
which disrupt functionality;
(3) Respond to two-digit, year-date input in a
way that resolves the ambiguity as to
century and in a disclosed, defined and
predetermined manner; and
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(4) Store and provide output data of date
specific information in ways that are
unambiguous as to century.
5. Representations of the Fund Company
The Fund Company represents and warrants to FMFS that:
A. The Fund Company is an open-end, diversified,
management investment company under the 1940 Act;
B. The Fund Company is a corporation, organized, existing,
and in good standing under the laws of Maryland;
C. The Fund Company is empowered under applicable laws
and by its Articles of Incorporation and Bylaws to
enter into and perform this Agreement;
D. All necessary proceedings required by the Articles of
Incorporation have been taken to authorize it to
enter into and perform this Agreement;
E. The Fund Company will comply with all applicable
requirements of the Securities Act, the Exchange Act,
the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction over the
Fund Company and its activities; and
F. A registration statement under the Securities Act
will be made effective and will remain effective with
respect to all shares of each Fund being offered for
sale.
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6. Covenants of the Fund Company and FMFS
The Fund Company shall furnish FMFS a certified copy of the
resolution of the Board of Directors of the Fund authorizing the appointment
of FMFS and the execution of this Agreement. The Fund Company shall provide
to FMFS a copy of its Articles of Incorporation and Bylaws, and all
amendments thereto.
FMFS shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the 1940 Act, and the rules thereunder, FMFS
agrees that all such records prepared or maintained by FMFS relating to the
services to be performed by FMFS hereunder are the property of the Fund
Company and will be preserved, maintained and made available in accordance
with such section and rules and will be surrendered to the Fund Company on
and in accordance with its request.
7. Performance of Service; Limitation of Liability
FMFS shall exercise reasonable care in the performance of
its duties under this Agreement. FMFS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund Company or
any Fund in connection with matters to which this Agreement relates,
including losses resulting from mechanical breakdowns or the failure of
communication or power supplies beyond FMFS's control, except a loss arising
out of or relating to a breach of any representation or warranty made by FMFS
under this Agreement or FMFS's refusal or failure to comply with the terms of
this Agreement or from bad faith, negligence, or willful misconduct on its
part in the performance of its duties under this Agreement. Notwithstanding
any other provision of this Agreement, if FMFS has exercised reasonable care
in the performance of its duties under this Agreement, the Fund Company shall
indemnify and hold harmless FMFS from and against any and all claims,
demands, losses, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature (including reasonable attorneys' fees)
which FMFS may sustain or incur or which may be asserted against FMFS by any
person arising out of any action taken or omitted to be taken by it in
performing the services hereunder, except for any and all claims, demands,
losses, expenses, and liabilities arising out of or relating to a breach of
any representation or warranty made by FMFS under this Agreement or FMFS's
refusal or failure to comply with the terms of this Agreement or from bad
faith, negligence or from willful misconduct on its part in performance of
its duties under this Agreement, (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction provided
to FMFS by any duly authorized officer of the Fund Company, such duly
authorized officer to be included in a list of authorized officers furnished
to FMFS and as amended from time to time in writing by resolution of the
Board of Directors of the Fund Company.
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FMFS shall indemnify and hold the Fund Company harmless from
and against any and all claims, demands, losses, expenses, and liabilities
(whether with or without basis in fact or law) of any and every nature
(including reasonable attorneys' fees) which the Fund Company may sustain or
incur or which may be asserted against the Fund Company by any person arising
out of a breach of any representation or warranty made by FMFS under this
Agreement or any action taken or omitted to be taken by FMFS as a result of
FMFS's refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FMFS shall take all
reasonable steps to minimize service interruptions for any period that such
interruption continues beyond FMFS's control. FMFS will make every reasonable
effort to restore any lost or damaged data and correct any errors resulting
from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at
all times, have reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data processing
equipment to the extent appropriate equipment is available. Representatives
of the Fund Company shall be entitled to inspect FMFS's premises and
operating capabilities at any time during regular business hours of FMFS,
upon reasonable notice to FMFS.
Regardless of the above, FMFS reserves the right to reprocess
and correct administrative errors at its own expense.
In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the indemnitor may
be asked to indemnify or hold the indemnitee harmless, the indemnitor shall
be fully and promptly advised of all pertinent facts concerning the situation
in question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
which presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim which may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over complete
defense of the claim, and the indemnitee shall in such situation initiate no
further legal or other expenses for which it shall seek indemnification under
this section. The indemnitee shall in no case confess any claim or make any
compromise in any case in which the indemnitor will be asked to indemnify the
indemnitee except with the indemnitor's prior written consent.
FMFS agrees that obligations assumed by the Fund Company
pursuant to this Agreement shall be limited in all cases to the respective
assets and properties of the particular Fund(s) to which the liability
relates. FMFS further agrees that it shall not seek satisfaction of any such
obligation from the shareholder or any individual shareholder of any Fund or
of any other series of the Fund Company, nor from the Directors or any
individual Director of the Fund Company.
8. Proprietary and Confidential Information
FMFS agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary information of the Fund
Company all records and other information relative to the Fund Company and
prior, present, or potential shareholders (and clients of said shareholders) and
not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder,
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except after prior notification to and approval in writing by the Fund
Company, which approval shall not be unreasonably withheld and may not be
withheld where FMFS may be exposed to civil or criminal contempt proceedings
for failure to comply after being requested to divulge such information by
duly constituted authorities, or when so requested by the Fund Company.
9. Term of Agreement
This Agreement shall become effective as of the date hereof
and, unless sooner terminated as provided herein, shall continue
automatically in effect for successive annual periods. The Agreement may be
terminated by either party (in the case of Fund Company, either in its
entirety or with respect to any particular Fund(s)) upon giving ninety (90)
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. However, this Agreement may be amended
by mutual written consent of the parties.
10. Notices
Notices of any kind to be given by either party to the other
party shall be in writing and shall be duly given if mailed or delivered as
follows: Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Relationship Manager
and notice to the Fund Company shall be sent to:
The Catholic Funds, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
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11. Duties in the Event of Termination
In the event that, in connection with termination, a successor
to any of FMFS's duties or responsibilities hereunder is designated by the
Fund Company by written notice to FMFS, FMFS will promptly, upon such
termination and at the expense of the Fund Company, transfer to such
successor all relevant books, records, correspondence, and other data
established or maintained by FMFS under this Agreement in a form reasonably
acceptable to the Fund Company (if such form differs from the form in which
FMFS has maintained, the Fund Company shall pay any expenses associated with
transferring the data to such form), and will cooperate in the transfer of
such duties and responsibilities, including provision for assistance from
FMFS=s personnel in the establishment of books, records, and other data by
such successor.
12. Governing Law
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Wisconsin.
However, nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
13. Stock Certificates
If at any time the Fund Company issues stock certificates for
any Fund, the following provisions will apply:
A. In the case of the loss or destruction of any
certificate representing shares, no new certificate
shall be issued in lieu thereof, unless there shall
first have been furnished an appropriate bond of
indemnity issued by the surety company approved by
FMFS.
B. Upon receipt of signed stock certificates, which
shall be in proper form for transfer, and upon
cancellation or destruction thereof, FMFS shall
countersign, register and issue new certificates for
the same number of shares and shall deliver them
pursuant to instructions received from the
transferor, the rules and regulations of the SEC, and
the laws of the State of Maryland relating to the
transfer of shares of common stock.
C. Upon receipt of the stock certificates, which shall
be in proper form for transfer, together with the
shareholder's instructions to hold such stock
certificates for safekeeping, FMFS shall reduce such
shares to uncertificated status, while retaining the
appropriate registration in the name of the
shareholder upon the transfer books of the relevant
Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer or one or more counterparts as of
the day and year first written above.
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THE CATHOLIC FUNDS, INC. FIRSTAR MUTUAL FUND SERVICES, LLC
By: By:
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Title: Title:
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EXHIBIT A
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TRANSFER AGENT AND SHAREHOLDER SERVICING
ANNUAL FEE SCHEDULE
Separate Funds of The Catholic Funds, Inc.
Name of Series Date Added
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Equity Income Fund ____________, 1999
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Large-Cap Growth Fund ____________, 1999
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Disciplined Capital Appreciation Fund ____________, 1999
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Annual Fee
$16.00 per shareholder account
Minimum annual fees of $25,000 for the first Fund, $10,000 for
each additional Fund or class of shares within a Fund
Plus Reasonable and Customary Out-of-Pocket Expenses, including but not
limited to:
Telephone - toll-free lines NSCC charges
Postage Labels
Printing Proxies
Programming (with prior approval) Retention of records (with prior approval)
Forms Shareholder Lists
Stationery/envelopes Microfilm/fiche of records
Mailing Special Reports (with prior approval)
Mailing Related Insurance ACH fees
Insertion Services
ACH Shareholder Services
$125.00 per month per fund group
$ .50 per account setup and/or change
$ .35 per item for both ACH and EFT payments and purchases
$ 5.00 per correction, reversal, return item
$160.00 per month for all Funds for file transfer/transmission (blue
sky, files from FMF's to Fund Company or its designee), plus $0.01 per
record transmission
A-1
Qualified Plan Fees (Billed Directly to Investors)
Annual maintenance fee per account $12.50 / acct. (Cap at $25.00 per
SSN) Transfer to successor trustee $15.00 / trans. Distribution to
participant $15.00 / trans. (Exclusive of SWP)
Refund of excess contribution $15.00 / trans.
Additional Shareholder Fees (Billed Directly to Investors)
Any outgoing wire transfer $12.00 / wire
Telephone Exchange $ 5.00 / exchange transaction
Return check fee $25.00 / item
Stop payment $20.00 / stop
(Liquidation, dividend, draft check)
Research fee $ 5.00 / item
(For requested items of the second calendar year [or previous] to the
request) (Cap at $25.00)
A-2
NSCC and DAZL
Out-of-Pocket Charges
NSCC Interfaces
Setup
Fund/SERV, Networking ACATS, $5,000 setup (one time)
Exchanges
Commissions $5,000 setup (one time)
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
Fund/SERV Transactions $ .35 / trade
Networking - per item $ .025/ monthly dividend fund
Networking - per item $ .015/non-mo. dividend fund
First Data $ .10 / next-day Fund/SERV trade
First Data $ .15 / same-day Fund/SERV trade
NSCC Implementation
8 to 10 weeks lead time
DAZL (Direct Access Zip Link - Electronic mail interface to financial advisor network)
Setup $ 5,000 / fund group
Monthly Usage $ 1,000 / month
Transmission $ .015 / price record
$ .025 / other record
Enhancement $ 125 / hour
Fees and out-of-pocket expenses are billed in detail to the fund monthly
